3 unchanged sentences
(in thousands, except per share data)
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
ASSETS (Unaudited)
10 unchanged sentences
Revolving lines of credit 48,000 30,000
−Removed: Notes payable, net of unamortized loan costs of $ 525 and $ 541 , respectively
+Added: Notes payable, net
299,490 299,459
−Removed: Mortgages payable, net of unamortized loan costs of $ 3,342 and $ 3,427 , respectively
+Added: Mortgages payable, net
584,193 586,563
1 unchanged sentence
COMMITMENTS AND CONTINGENCIES (NOTE 10)
−Removed: SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at March 31, 2024 and December 31, 2023, aggregate liquidation preference of $ 16,560 )
+Added: SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at June 30, 2024 and December 31, 2023, aggregate liquidation preference of $ 16,560 )
$ 16,560 $ 16,560
−Removed: Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ 25 per share liquidation preference, 3,881 shares issued and outstanding at March 31, 2024 and December 31, 2023, aggregate liquidation preference of $ 97,036 )
+Added: Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ 25 per share liquidation preference, 3,881 shares issued and outstanding at June 30, 2024 and December 31, 2023, aggregate liquidation preference of $ 97,036 )
93,530 93,530
−Removed: Common Shares of Beneficial Interest (Unlimited authorization, no par value, 14,912 shares issued and outstanding at March 31, 2024 and 14,963 shares issued and outstanding at December 31, 2023)
+Added: Common Shares of Beneficial Interest (Unlimited authorization, no par value, 15,057 shares issued and outstanding at June 30, 2024 and 14,963 shares issued and outstanding at December 31, 2023)
1,167,055 1,165,694
10 unchanged sentences
(in thousands, except per share data)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
REVENUE $ 65,043 $ 64,776 $ 129,549 $ 132,673
3 unchanged sentences
Casualty loss
+Added: 510 53 1,330 305
Depreciation and amortization 25,714 24,371 52,726 50,364
3 unchanged sentences
— ( 67 ) ( 577 ) 60,092
+Added: Loss on litigation settlement — ( 2,864 ) — ( 2,864 )
Operating income
+Added: 7,192 5,966 11,267 68,563
Interest expense ( 9,332 ) ( 8,641 ) ( 18,539 ) ( 18,960 )
Interest and other income
+Added: 477 295 817 344
NET INCOME (LOSS)
20 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Net income (loss)
$ ( 1,663 ) $ ( 2,380 ) $ ( 6,455 ) $ 49,947
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive loss:
Loss on derivative instrument reclassified into earnings
+Added: 173 159 370 297
Total comprehensive income (loss)
10 unchanged sentences
(in thousands, except per share data)
−Removed: Three Months Ended March 31, 2023 PREFERRED
+Added: Six Months Ended June 30, 2023 PREFERRED
SHARES NUMBER
21 unchanged sentences
Other ( 1 ) ( 54 ) ( 86 ) ( 140 )
−Removed: Balance at March 31, 2023 $ 93,530 15,032 $ 1,176,059 $ ( 508,420 ) $ ( 1,917 ) $ 228,553 $ 987,805
−Removed: Three Months Ended March 31, 2024
+Added: Balance at June 30, 2023 $ 93,530 14,949 $ 1,169,501 $ ( 522,796 ) $ ( 1,758 ) $ 226,931 $ 965,408
+Added: Six Months Ended June 30, 2024
Balance at December 31, 2023 $ 93,530 14,963 $ 1,165,694 $ ( 548,273 ) $ ( 1,119 ) $ 221,193 $ 931,025
9 unchanged sentences
Share-based compensation, net of forfeitures 13 1,481 1,481
+Added: Sale of common shares, net 110 7,320 7,320
Redemption of Units for common shares 33 ( 1,367 ) 1,367 —
3 unchanged sentences
Other 1 ( 29 ) ( 16 ) ( 45 )
+Added: Balance at June 30, 2024 $ 93,530 15,057 $ 1,167,055 $ ( 579,139 ) $ ( 749 ) $ 217,600 $ 898,297
+Added: See accompanying Notes to Condensed Consolidated Financial Statements.
+Added: CENTERSPACE AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
+Added: (in thousands, except per share data)
+Added: Three Months Ended June 30, 2023 PREFERRED
+Added: SHARES NUMBER
+Added: SHARES COMMON
+Added: SHARES ACCUMULATED
+Added: DISTRIBUTIONS
+Added: NET INCOME (LOSS) ACCUMULATED OTHER COMPREHENSIVE LOSS
+Added: NONCONTROLLING
+Added: INTERESTS TOTAL
Balance at March 31, 2023 $ 93,530 15,032 $ 1,176,059 $ ( 508,420 ) $ ( 1,917 ) $ 228,553 $ 987,805
+Added: Net loss attributable to controlling interests and noncontrolling interests
+Added: ( 1,863 ) ( 677 ) ( 2,540 )
+Added: Amortization of swap settlements 159 159
+Added: Distributions - common shares and Units ($ 0.73 per share and unit)
+Added: ( 10,906 ) ( 702 ) ( 11,608 )
+Added: Distributions - Series C preferred shares ($ 0.4140625 per Series C share)
+Added: ( 1,607 ) ( 1,607 )
+Added: Distributions - Series E preferred units ($ 0.96875 per unit)
+Added: ( 1,690 ) ( 1,690 )
+Added: Share-based compensation, net of forfeitures 7 590 590
+Added: Redemption of Units for common shares 6 ( 324 ) 324 —
+Added: Redemption of Series E preferred units from common shares 9 ( 1,185 ) 1,185 —
+Added: Shares repurchased ( 105 ) ( 5,696 ) ( 5,696 )
+Added: Other 57 ( 62 ) ( 5 )
+Added: Balance at June 30, 2023 $ 93,530 14,949 $ 1,169,501 $ ( 522,796 ) $ ( 1,758 ) $ 226,931 $ 965,408
+Added: Three Months Ended June 30, 2024
+Added: Balance at March 31, 2024 $ 93,530 14,912 $ 1,160,492 $ ( 564,951 ) $ ( 922 ) $ 218,936 $ 907,085
+Added: Net loss attributable to controlling interests and noncontrolling interests
+Added: ( 1,296 ) ( 527 ) ( 1,823 )
+Added: Amortization of swap settlements 173 173
+Added: Distributions - common shares and Units ($ 0.75 per share and unit)
+Added: ( 11,285 ) ( 622 ) ( 11,907 )
+Added: Distributions - Series C preferred shares ($ 0.4140625 per Series C share)
+Added: ( 1,607 ) ( 1,607 )
+Added: Distributions - Series E preferred units ($ 0.96875 per unit)
+Added: ( 1,658 ) ( 1,658 )
+Added: Share-based compensation, net of forfeitures 10 733 733
+Added: Sale of common shares, net 110 7,320 7,320
+Added: Redemption of Units for common shares 16 ( 969 ) 969 —
+Added: Redemption of Series E preferred units for common shares 9 ( 518 ) 518 —
+Added: Other ( 3 ) ( 16 ) ( 19 )
+Added: Balance at June 30, 2024 $ 93,530 15,057 $ 1,167,055 $ ( 579,139 ) $ ( 749 ) $ 217,600 $ 898,297
See accompanying Notes to Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES
5 unchanged sentences
577 ( 60,159 )
+Added: Loss on litigation settlement — 2,864
Share-based compensation expense 1,481 2,109
15 unchanged sentences
CASH FLOWS FROM FINANCING ACTIVITIES
+Added: Proceeds from mortgages payable — 90,000
Principal payments on mortgages payable ( 3,125 ) ( 22,796 )
2 unchanged sentences
Principal payments on notes payable — ( 100,000 )
+Added: Net proceeds from issuance of common shares 7,388 —
Repurchase of common shares ( 4,703 ) ( 6,718 )
6 unchanged sentences
$ ( 12,705 ) $ ( 164,387 )
−Removed: NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
+Added: NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
+Added: 6,143 ( 1,580 )
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 9,269 11,891
6 unchanged sentences
Retirement of shares withheld for taxes 121 179
+Added: Loss on litigation settlement — 2,864
Involuntary conversion of assets ( 900 ) ( 1,060 )
+Added: Non-cash interest income 336 —
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
1 unchanged sentence
(in thousands)
−Removed: Balance sheet description March 31, 2024 December 31, 2023 March 31, 2023
+Added: Balance sheet description June 30, 2024 December 31, 2023 June 30, 2023
Cash and cash equivalents $ 14,328 $ 8,630 $ 9,745
4 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: March 31, 2024
+Added: June 30, 2024
NOTE 1 • ORGANIZATION
Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”), is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment, and development of apartment communities.
−Removed: As of March 31, 2024, Centerspace owned interests in 70 apartment communities consisting of 12,883 apartment homes.
+Added: As of June 30, 2024, Centerspace owned interests in 70 apartment communities consisting of 12,883 apartment homes.
NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
6 unchanged sentences
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Centerspace’s interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: Centerspace’s unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted.
8 unchanged sentences
Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.
−Removed: These reclassifications had no impact on net income as reported in the Condensed Consolidated Statement of Operations, total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows.
+Added: These reclassifications had no impact on net income (loss) as reported in the Condensed Consolidated Statements of Operations, total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows.
Centerspace reclassified certain items within the disaggregated revenue table included in Note 2.
5 unchanged sentences
Although past bank failures have increased the risk of loss in such accounts, the Company has not experienced any losses in such accounts.
−Removed: As of March 31, 2024 and December 31, 2023, restricted cash consisted of $ 1.1 million and $ 639,000 , respectively, in escrows held by lenders.
+Added: As of June 30, 2024 and December 31, 2023, restricted cash consisted of $ 1.1 million and $ 639,000 , respectively, in escrows held by lenders.
Escrows include funds deposited with a lender for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities.
3 unchanged sentences
Rental revenues are recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 842, Leases , using a method that represents a straight-line basis over the term of the lease.
−Removed: For the three months ended March 31, 2024 and 2023, rental income represented approximately 98.2 % of total revenues, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt.
−Removed: For the three months ended March 31, 2024 and 2023, other property revenues represented the remaining 1.8 % of total revenues, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time.
+Added: For the three months ended June 30, 2024 and 2023, rental income represented approximately 98.3 % and 98.1 % of total revenues, respectively, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt.
+Added: For the three months ended June 30, 2024 and 2023, other property revenues represented the remaining 1.7 % and 1.9 % of total revenues, respectively, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time.
+Added: For the six months ended June 30, 2024 and 2023, rental income represented approximately 98.2 % and 98.1 % of total revenues, respectively.
+Added: For the six months ended June 30, 2024 and 2023, other property revenues represented the remaining 1.8 % and 1.9 % of total revenues, respectively.
Some of the Company’s apartment communities have commercial spaces available for lease.
4 unchanged sentences
The combined components are included in lease income and are accounted for under ASC 842.
−Removed: The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of March 31, 2024, was as follows:
+Added: The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of June 30, 2024, was as follows:
(in thousands)
5 unchanged sentences
Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items.
−Removed: Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
−Removed: The following table presents the disaggregation of revenue streams for the three months ended March 31, 2024 and 2023:
+Added: Centerspace recognizes revenue, for rental related items not included as a component of a lease, as earned.
+Added: The following table presents the disaggregation of revenue streams for the three and six months ended June 30, 2024 and 2023:
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
Revenue Stream Applicable Standard 2024 2023 2024 2023
3 unchanged sentences
Total revenue $ 65,043 $ 64,776 $ 129,549 $ 132,673
−Removed: In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold.
−Removed: For the three months ended March 31, 2024 and 2023, the Company recognized a loss of $ 577,000 and a gain of $ 60.2 million, respectively, on the sale of real estate and other investments.
+Added: In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the
+Added: nonfinancial asset that was sold.
+Added: During the three months ended June 30, 2024, the Company did not recognize a gain or loss on the sale of real estate and other investments, compared to a loss of $ 67,000 during the three months ended June 30, 2023.
+Added: During the six months ended June 30, 2024, the Company recognized a loss of $ 577,000 on the sale of real estate and other investments, compared to a gain of $ 60.1 million during the six months ended June 30, 2023.
Any gain or loss on real estate dispositions is net of certain closing and other costs associated with the disposition.
+Added: IN-PLACE LEASE AMORTIZATION
+Added: The Company records in-place lease assets at the time of acquisition.
+Added: The amortization periods reflects the average remaining term of in-place leases acquired, which are generally less than one year.
+Added: During the three months ended June 30, 2024 and 2023, the Company recognized $ 37,000 and $ 49,000 , respectively, of amortization expense related to intangibles.
+Added: During the six months ended June 30, 2024 and 2023, the Company recognized $ 1.7 million and $ 893,000 , respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statements of Operations.
MARKET CONCENTRATION RISK
The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio.
−Removed: As of March 31, 2024, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets.
+Added: As of June 30, 2024, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets.
IMPAIRMENT OF LONG-LIVED ASSETS
6 unchanged sentences
Plans to hold properties over longer periods decreases the likelihood of recording impairment losses.
−Removed: During the three months ended March 31, 2024 and 2023, the Company recorded no impairment charges.
+Added: During the three and six months ended June 30, 2024 and 2023, the Company recorded no impairment charges.
VARIABLE INTEREST ENTITIES
3 unchanged sentences
REAL ESTATE RELATED NOTES RECEIVABLE
−Removed: The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $ 5.4 million and $ 5.7 million at March 31, 2024 and December 31, 2023, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value.
+Added: The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $ 5.4 million and $ 5.7 million at June 30, 2024 and December 31, 2023, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value.
The note bears an interest rate of 4.5 % with payments due in February and August of each year.
1 unchanged sentence
The mezzanine loan bears interest at 10.0 % per annum.
−Removed: As of March 31, 2024 and December 31, 2023, the Company had funded $ 8.8 million and $ 1.6 million of the mezzanine loan, respectively.
+Added: As of June 30, 2024 and December 31, 2023, the Company had funded $ 14.7 million and $ 1.6 million of the mezzanine loan, respectively.
The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement.
−Removed: The loan is secured by a pledge of and first priority security interest against 100 % of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development.
+Added: The loan is secured by a pledge of and first priority security interest against 100 % of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value.
The loan represents an investment in an unconsolidated variable interest entity.
3 unchanged sentences
Advertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations within the property operating expenses, excluding real estate taxes line item.
−Removed: During the three months ended March 31, 2024 and 2023, total advertising expense was $ 738,000 and $ 702,000 , respectively.
+Added: During the three months ended June 30, 2024 and 2023, total advertising expense was $ 742,000 and $ 744,000 , respectively.
+Added: During the six months ended June 30, 2024 and 2023, total advertising expense was $ 1.5 million and $ 1.4 million, respectively.
SEVERANCE AND TRANSITION
On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of former CEO, Mark Decker, Jr.
−Removed: During the three months ended March 31, 2023, the Company incurred total severance costs of $ 2.2 million for the cash severance and benefits for Mr.
+Added: During the six months ended June 30, 2023, the Company incurred total severance costs of $ 2.2 million for the cash severance and benefits for Mr.
Decker, $ 737,000 in share-based compensation expense for the acceleration of certain equity awards, and $ 306,000 in other CEO transition related expenses.
INVOLUNTARY CONVERSION OF ASSETS
+Added: During the three and six months ended June 30, 2024, Centerspace recognized $ 137,000 and $ 755,000 , respectively, in additional casualty loss resulting from updated loss estimates from six separate insurance events at apartment communities.
+Added: Any insurance funds received will be recognized when received in accordance with ASC 610-30.
In April 2023, a portion of an apartment community was destroyed by fire.
The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $ 1.3 million with an offsetting insurance receivable recorded within other assets on the Condensed Consolidated Balance Sheets.
−Removed: During the three months ended March 31, 2024, the claim was settled for $ 1.6 million, including remediation and other operating expenses.
−Removed: During the three months ended March 31, 2024, Centerspace recognized $ 618,000 in additional casualty loss resulting from updated loss estimates from four separate insurance events at apartment communities.
−Removed: Any insurance funds received will be recognized when received in accordance with ASC 610-30.
+Added: During the six months ended June 30, 2024, the claim was settled for $ 1.6 million, including remediation and other operating expenses.
NOTE 3 • NET INCOME (LOSS) PER SHARE
5 unchanged sentences
Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one -for-one basis.
−Removed: The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Condensed Consolidated Financial Statements for the three months ended March 31, 2024 and 2023.
+Added: The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 and 2023.
(in thousands, except per share data)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Net income (loss) attributable to controlling interests
17 unchanged sentences
$ ( 0.19 ) $ ( 0.23 ) $ ( 0.56 ) $ 2.55
−Removed: (1) For the three months ended March 31, 2024, the impact of Units and Series E preferred units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
−Removed: (2) For the three months ended March 31, 2024, dividends to preferred unitholders are excluded in the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
−Removed: For the three months ended March 31, 2024, operating partnership units of 854,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 20,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
−Removed: For the three months ended March 31, 2023, performance-based RSUs of 36,000 were excluded from the calculation of diluted net income per share because they were anti-dilutive as including these items would have improved net income per share.
+Added: (1) For the three and six months ended June 30, 2024 and the three months ended June 30, 2023, the impact of Units and Series E preferred units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
+Added: (2) For the three and six months ended June 30, 2024 and the three months ended June 30, 2023, dividends to preferred unitholders are excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
+Added: For the three months ended June 30, 2024, operating partnership units of 835,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 32,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
+Added: For the three months ended June 30, 2023, operating partnership units of 965,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs and stock options of 24,000 , and performance-based RSUs of 26,000 were excluded from the calculation of diluted income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
+Added: For the six months ended June 30, 2024, operating partnership units of 845,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 26,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
+Added: For the six months ended June 30, 2023, performance-based RSUs of 26,000 were excluded from the calculation of diluted net income per share because they were anti-dilutive as including these items would have improved net income per share.
NOTE 4 • EQUITY AND MEZZANINE EQUITY
Operating Partnership Units.
−Removed: The Operating Partnership had 844,000 and 861,000 outstanding Units at March 31, 2024 and December 31, 2023, respectively.
+Added: The Operating Partnership had 828,000 and 861,000 outstanding Units at June 30, 2024 and December 31, 2023, respectively.
Exchange Rights .
−Removed: Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three months ended March 31, 2024 and 2023 as detailed in the table below.
+Added: Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and six months ended June 30, 2024 and 2023 as detailed in the table below.
(in thousands)
−Removed: Three Months Ended March 31, Number of Units Net Book Basis
+Added: Three Months Ended June 30, Number of Units Net Book Basis
2024 16 $ 969
+Added: Six Months Ended June 30,
2024 33 $ 1,367
+Added: 2023 10 $ 1,021
Series E Preferred Units (Noncontrolling Interests).
−Removed: Centerspace had 1.7 million Series E preferred units outstanding on March 31, 2024 and December 31, 2023.
+Added: Centerspace had 1.7 million Series E preferred units outstanding on June 30, 2024 and December 31, 2023.
Each Series E preferred unit has a par value of $ 100 .
2 unchanged sentences
Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $ 83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $ 0.804 per Unit.
−Removed: The Series E preferred units have an aggregate liquidation preference of $ 171.2 million as of March 31, 2024.
+Added: The Series E preferred units have an aggregate liquidation preference of $ 170.4 million as of June 30, 2024.
The holders of the Series E preferred units do not have voting rights.
1 unchanged sentence
Number of Series E Number of Total
−Removed: Three Months Ended March 31, Preferred Units Redeemed Common Shares Issued Value
+Added: Three Months Ended June 30, Preferred Units Redeemed Common Shares Issued Value
2024 8 9 $ 518
2023 7 9 $ 1,185
+Added: Six Months Ended June 30,
+Added: 2024 21 25 $ 1,220
+Added: 2023 20 25 $ 2,120
Common Shares and Equity Awards .
−Removed: Common shares outstanding on March 31, 2024 and December 31, 2023, totaled 14.9 million and 15.0 million, respectively.
−Removed: During the three months ended March 31, 2024 and 2023, Centerspace issued approximately 3,742 and 11,877 common shares, respectively, with a total grant-date fair value of $ 445,000 and $ 1.1 million, respectively, under its 2015 Incentive Plan, as share-based compensation for employees and trustees.
+Added: Common shares outstanding on June 30, 2024 and December 31, 2023, totaled 15.1 million and 15.0 million, respectively.
+Added: During the three and six months ended June 30, 2024, Centerspace issued approximately 9,723 and 13,465 common shares, respectively, with a total grant-date fair value of $ 584,000 and $ 1.0 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan.
+Added: During the three and six months ended June 30, 2023, Centerspace issued approximately 7,073 and 18,950 common shares, respectively, with a total grant-date fair value of $ 778,000 and $ 1.7 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan.
These shares vested based on performance and service criteria.
4 unchanged sentences
The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness.
−Removed: There were no sales of common shares under the 2021 ATM Program during the three months ended March 31, 2024 and 2023.
−Removed: As of March 31, 2024, common shares having an aggregate offering price of up to $ 126.6 million remained available under the 2021 ATM Program.
+Added: The table below provides details on the sale of common shares during the three and six months ended June 30, 2024 under the ATM Program.
+Added: There were no sales of common shares under the ATM Program during the three and six months ended June 30, 2023.
+Added: As of June 30, 2024, common shares having an aggregate offering price of up to $ 118.9 million remained available under the ATM Program.
+Added: (in thousands, except per share amounts)
+Added: Three and Six Months Ended June 30,
+Added: Number of Common Shares
+Added: Net Consideration (1)
+Added: Average Net Price Per Share
+Added: 2024 110 $ 7,561 $ 68.77
+Added: (1) Total consideration is net of $ 115,000 in commissions during the three and six months ended June 30, 2024.
Share Repurchase Program.
2 unchanged sentences
The repurchases have no time limit and may be suspended or discontinued completely at any time.
−Removed: The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors.
−Removed: The table below provides details on the shares repurchased during the three months ended March 31, 2024 and 2023.
−Removed: As of March 31, 2024, the Company had $ 4.7 million remaining authorized for purchase under this program.
+Added: timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors.
+Added: The table below provides details on the shares repurchased during the three and six months ended June 30, 2024 and 2023.
+Added: As of June 30, 2024, the Company had $ 4.7 million remaining authorized for purchase under this program.
(in thousands, except per share amounts)
−Removed: Three Months Ended March 31, Number of Common Shares Aggregate Cost (1)
+Added: Three Months Ended June 30, Number of Common Shares Aggregate Cost (1)
Average Price Per Share (1)
1 unchanged sentence
2023 105 $ 5,696 $ 54.51
+Added: Six Months Ended June 30,
+Added: 2024 88 $ 4,703 $ 53.62
+Added: 2023 124 $ 6,718 $ 54.19
(1) Amount includes commissions.
Series C Preferred Shares.
−Removed: Series C preferred shares outstanding were 3.9 million shares at March 31, 2024 and December 31, 2023.
+Added: Series C preferred shares outstanding were 3.9 million shares at June 30, 2024 and December 31, 2023.
The Series C preferred shares are nonvoting and redeemable for cash at $ 25.00 per share at Centerspace’s option.
2 unchanged sentences
Series D Preferred Units (Mezzanine Equity).
−Removed: Series D preferred units outstanding were 165,600 preferred units at March 31, 2024 and December 31, 2023.
+Added: Series D preferred units outstanding were 165,600 preferred units at June 30, 2024 and December 31, 2023.
The Series D preferred units have a par value price of $ 100 per preferred unit.
7 unchanged sentences
NOTE 5 • DEBT
−Removed: The following table summarizes the Company’s secured and unsecured debt at March 31, 2024 and December 31, 2023.
+Added: The following table summarizes the Company’s secured and unsecured debt at June 30, 2024 and December 31, 2023.
(in thousands)
−Removed: March 31, 2024 December 31, 2023
−Removed: Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at March 31, 2024
+Added: June 30, 2024 December 31, 2023
+Added: Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at June 30, 2024
Lines of credit (1)
7 unchanged sentences
389,149 4.05 % 392,274 4.05 % 5.27
+Added: Secured debt 587,999 591,124 5.88
+Added: Subtotal 935,999 3.62 % 921,124 3.54 % 5.72
+Added: Premiums and discounts, net ( 608 ) ( 1,134 )
+Added: Deferred financing costs, net ( 3,708 ) ( 3,968 )
Total debt $ 931,683 $ 916,022
−Removed: $ 929,081 3.59 % $ 919,990 3.54 % 6.01
(1) Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income (loss) into interest expense from terminated interest rate swaps.
1 unchanged sentence
(3) Represents apartment communities encumbered by mortgages;
−Removed: 14 at March 31, 2024 and December 31, 2023.
−Removed: (4) Excludes deferred financing costs and premiums or discounts.
+Added: 14 at June 30, 2024 and December 31, 2023.
(4) Interest rate is fixed.
−Removed: As of March 31, 2024, 45 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings.
+Added: As of June 30, 2024, 45 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings.
The Company’s primary unsecured credit facility (“Unsecured Credit Facility” or “Facility”) is a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent.
The line of credit has total commitments and borrowing capacity of $ 250.0 million, based on the value of unencumbered properties.
−Removed: As of March 31, 2024, there was $ 40.0 million outstanding on this line of credit, therefore the additional borrowing availability was $ 210.0 million.
+Added: June 30, 2024, there was $ 48.0 million outstanding on this line of credit, therefore the additional borrowing availability was $ 202.0 million.
This unsecured credit facility matures in September 2025, with an option to extend maturity for up to two additional six-month periods and has an accordion option to increase borrowing capacity up to $ 400.0 million.
−Removed: On May 31, 2023, the Unsecured Credit Facility was amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the Facility.
−Removed: The interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25 - 80 basis points, or daily or term SOFR, plus a margin that ranges from 125 - 180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended.
−Removed: Prior to the amendment, interest rates on the line of credit were based on the consolidated leverage ratio applying the same margins to LIBOR.
+Added: The Secured Overnight Financing Rate (“SOFR”) is the benchmark alternative reference rate under the Facility.
+Added: On July 26, 2024, the Unsecured Credit Facility was amended to extend the maturity of the facility to July 2028 and to modify the leverage-based margin rates applicable to borrowings.
+Added: As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 20 - 80 basis points, or daily or term SOFR, plus a margin that ranges from 120 - 180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended.
The Unsecured Credit Facility and unsecured senior notes are subject to customary financial covenants and limitations.
−Removed: The Company believes that it was in compliance with all such financial covenants and limitations as of March 31, 2024.
+Added: The Company believes that it was in compliance with all such financial covenants and limitations as of June 30, 2024.
Centerspace also has a $ 6.0 million operating line of credit.
−Removed: As of March 31, 2024, there was $ 357,000 outstanding on this line of credit.
−Removed: As of December 31, 2023, there was no outstanding balance on this line of credit.
+Added: As of June 30, 2024 and December 31, 2023, there was no outstanding balance on this line of credit.
This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances.
This operating line matures on September 30, 2024, with pricing based on SOFR.
−Removed: Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
−Removed: (collectively, “PGIM”) under which the Company has issued $ 200.0 million in unsecured senior promissory notes (“unsecured senior notes”).
+Added: Centerspace had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
+Added: (collectively, “PGIM”) under which the Company issued $ 200.0 million in unsecured senior promissory notes (“unsecured senior notes”).
The Company also has a separate note purchase agreement for the issuance of $ 125.0 million senior unsecured promissory notes, of which $ 25.0 million was issued under the private shelf agreement with PGIM.
−Removed: The following table shows the notes issued under both agreements as of March 31, 2024 and December 31, 2023.
+Added: The following table shows the notes issued under both agreements as of June 30, 2024 and December 31, 2023.
(in thousands)
10 unchanged sentences
The notes are interest-only, with varying maturity dates of 7 , 10 , and 12 years, and a blended, weighted average interest rate of 2.78 %.
−Removed: As of March 31, 2024 and December 31, 2023, the FMCF had a balance of $ 198.9 million.
+Added: As of June 30, 2024 and December 31, 2023, the FMCF had a balance of $ 198.9 million.
The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
−Removed: As of March 31, 2024, Centerspace owned 14 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF.
+Added: As of June 30, 2024, Centerspace owned 14 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF.
All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations.
−Removed: As of March 31, 2024, the Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans.
−Removed: The aggregate amount of required future principal payments on lines of credit, notes payable, and mortgages payable as of March 31, 2024, was as follows:
+Added: As of June 30, 2024, the Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans.
+Added: As of June 30, 2024 and December 31, 2023, the mortgage loans had a balance of $ 389.1 million and $ 392.3 million, respectively, excluding unamortized premiums and discounts.
+Added: The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets.
+Added: The aggregate amount of required future principal payments on lines of credit, notes payable, and mortgages payable as of June 30, 2024, was as follows:
(in thousands)
2 unchanged sentences
Total payments
+Added: Premiums and discounts, net ( 608 )
+Added: Deferred financing costs, net ( 3,708 )
NOTE 6 • DERIVATIVE INSTRUMENTS
4 unchanged sentences
During the next twelve months, the Company estimates an additional $ 690,000 will be reclassified as an increase to interest expense.
−Removed: In February 2022, the Company terminated its interest rate swaps.
−Removed: As of March 31, 2024 and December 31, 2023 the Company had no remaining interest rate swaps.
−Removed: The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of March 31, 2024 and 2023.
+Added: As of June 30, 2024 and December 31, 2023 the Company had no remaining interest rate swaps.
+Added: The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of June 30, 2024 and 2023.
(in thousands)
Gain Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Income (Loss)
−Removed: Three months ended March 31, 2024 2023 2024 2023
+Added: Three months ended June 30, 2024 2023 2024 2023
Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ ( 173 ) $ ( 159 )
+Added: Six months ended June 30,
+Added: Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ ( 370 ) $ ( 297 )
NOTE 7 • FAIR VALUE MEASUREMENTS
7 unchanged sentences
Balance Sheet Location Total Level 1 Level 2 Level 3
−Removed: March 31, 2024
+Added: June 30, 2024
Real estate related notes receivable Other assets $ 20,311 — — $ 20,311
6 unchanged sentences
Fair Value Measurement Other Gains Interest Income Total Changes in Fair Value Included in Current-Period Earnings
−Removed: Three months ended March 31, 2024
−Removed: Notes receivable $ 14,103 $ 5 $ 208 $ 213
−Removed: Three months ended March 31, 2023
−Removed: Notes receivable $ 5,661 $ 5 $ 67 $ 72
−Removed: As of March 31, 2024 and December 31, 2023, Centerspace had investments totaling $ 2.1 million in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry.
+Added: Six months ended June 30, 2024
+Added: Real estate related notes receivable $ 20,311 $ 10 $ 563 $ 573
+Added: Six months ended June 30, 2023
+Added: Real estate related notes receivable $ 5,666 $ 10 $ 133 $ 143
+Added: As of June 30, 2024 and December 31, 2023, Centerspace had investments totaling $ 2.1 million in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry.
These investments appear within other assets on our Condensed Consolidated Balance Sheets.
The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820.
−Removed: As of March 31, 2024, the Company had total unfunded commitments of $ 1.0 million.
+Added: As of June 30, 2024, the Company had total unfunded commitments of $ 950,000 .
Fair Value Measurements on a Nonrecurring Basis
−Removed: There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at March 31, 2024.
+Added: There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at June 30, 2024.
Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2023 consisted of real estate investments that were written-down to estimated fair value during the year ended December 31, 2023.
7 unchanged sentences
The fair value of unsecured senior notes and mortgages payable are estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
−Removed: The estimated fair values of the Company’s financial instruments as of March 31, 2024 and December 31, 2023, respectively, are as follows:
+Added: The estimated fair values of the Company’s financial instruments as of June 30, 2024 and December 31, 2023, respectively, are as follows:
(in thousands)
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Balance Sheet Location Carrying Amount Fair Value Carrying Amount Fair Value
8 unchanged sentences
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
−Removed: Centerspace did not acquire new real estate during the three months ended March 31, 2024 and 2023.
−Removed: During the three months ended March 31, 2024, Centerspace disposed of two apartment communities in two exchange transactions for an aggregate sales price of $ 19.0 million.
−Removed: During the three months ended March 31, 2023, Centerspace disposed of nine apartment communities, in four exchange transactions for an aggregate sales price of $ 144.3 million.
−Removed: The dispositions for the three months ended March 31, 2024 and 2023 are detailed below.
−Removed: Three Months Ended March 31, 2024
+Added: Centerspace did not acquire new real estate during the three and six months ended June 30, 2024 and 2023.
+Added: Centerspace did not dispose of any real estate during the three months ended June 30, 2024 and 2023.
+Added: During the six months ended June 30, 2024, Centerspace disposed of two apartment communities in two exchange transactions for an aggregate sales price of $ 19.0 million.
+Added: During the six months ended June 30, 2023, Centerspace disposed of nine apartment communities, in four exchange transactions for an aggregate sales price of $ 144.3 million.
+Added: The dispositions for the six months ended June 30, 2024 and 2023 are detailed below.
+Added: Six Months Ended June 30, 2024
(in thousands)
6 unchanged sentences
Total Dispositions $ 19,000 $ 19,577 $ ( 577 )
−Removed: Three Months Ended March 31, 2023
+Added: Six Months Ended June 30, 2023
(in thousands)
18 unchanged sentences
“All other” includes non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale.
−Removed: During the three months ended March 31, 2024, two sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
+Added: For the six months ended June 30, 2024, two sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
+Added: For the six months ended June 30, 2023, nine sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
The members of the executive management team are the chief operating decision-makers.
This team measures the performance of the reportable segment based on net operating income (“NOI”), a non-GAAP measure, which the Company defines as total real estate revenues less property operating expenses, including real estate taxes.
−Removed: Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other assets, impairment, depreciation, amortization, financing, property management overhead, casualty losses, and general and administrative expense.
+Added: Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other assets, impairment, depreciation, amortization, financing costs, property management overhead, casualty losses, loss on litigation settlement, and general and administrative expense.
NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
−Removed: The following tables present NOI for the three months ended March 31, 2024 and 2023, respectively, along with reconciliations to net income (loss) in the Condensed Consolidated Financial Statements.
+Added: The following tables present NOI for the three and six months ended June 30, 2024 and 2023, respectively, along with reconciliations to net income (loss) in the Condensed Consolidated Financial Statements.
Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
(in thousands)
−Removed: Three Months Ended March 31, 2024 Multifamily All Other Total
+Added: Three Months Ended June 30, 2024 Multifamily All Other Total
Revenue $ 64,466 $ 577 $ 65,043
5 unchanged sentences
General and administrative expenses ( 4,216 )
+Added: Interest expense ( 9,332 )
+Added: Interest and other income 477
+Added: (in thousands)
+Added: Three Months Ended June 30, 2023 Multifamily All Other Total
+Added: Revenue $ 60,531 $ 4,245 $ 64,776
+Added: Property operating expenses, including real estate taxes 23,228 1,818 25,046
+Added: Net operating income $ 37,303 $ 2,427 $ 39,730
+Added: Property management expense ( 2,247 )
+Added: Casualty loss
+Added: Depreciation and amortization ( 24,371 )
+Added: General and administrative expenses ( 4,162 )
Loss on sale of real estate and other investments
+Added: Loss on litigation settlement ( 2,864 )
Interest expense ( 8,641 )
1 unchanged sentence
(in thousands)
−Removed: Three Months Ended March 31, 2023 Multifamily All Other Total
+Added: Six Months Ended June 30, 2024 Multifamily All Other Total
Revenue $ 127,806 $ 1,743 $ 129,549
5 unchanged sentences
General and administrative expenses ( 8,839 )
+Added: Loss on sale of real estate and other investments
+Added: Interest expense ( 18,539 )
+Added: Interest and other income 817
+Added: (in thousands)
+Added: Six Months Ended June 30, 2023 Multifamily All Other Total
+Added: Revenue $ 119,971 $ 12,702 $ 132,673
+Added: Property operating expenses, including real estate taxes 47,753 6,216 53,969
+Added: Net operating income $ 72,218 $ 6,486 $ 78,704
+Added: Property management expense ( 4,815 )
+Added: Casualty loss
+Added: Depreciation and amortization ( 50,364 )
+Added: General and administrative expenses ( 11,885 )
Gain on sale of real estate and other investments
+Added: Loss on litigation settlement ( 2,864 )
Interest expense ( 18,960 )
1 unchanged sentence
Segment Assets and Accumulated Depreciation
−Removed: Segment assets are summarized as follows as of March 31, 2024, and December 31, 2023, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
+Added: Segment assets are summarized as follows as of June 30, 2024, and December 31, 2023, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
(in thousands)
−Removed: As of March 31, 2024 Multifamily All Other Total
+Added: As of June 30, 2024 Multifamily All Other Total
Segment assets
17 unchanged sentences
NOTE 10 • COMMITMENTS AND CONTINGENCIES
−Removed: Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its properties is causing water damage to the neighboring property.
+Added: Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the condensed consolidated financial statements.
+Added: Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of its properties is causing water damage to the neighboring property.
The claim was for damage to the property and monetary losses.
−Removed: The original judgment was ordered on October 9, 2023 for $ 2.9 million which the Company immediately paid.
+Added: During the three and six months ended June 30, 2023, the Company recorded a loss on litigation settlement of $ 2.9 million due to a trial judgement entered against the Centerspace.
In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs.
−Removed: During the three months ended March 31, 2024, the claimant was awarded an additional $ 1.0 million in a judgment related interest and costs.
+Added: The claimant was awarded an additional $ 1.0 million in a judgment related interest and costs.
The additional $ 1.0 million was a recognizable subsequent event for the year ended December 31, 2023 so was recorded as a loss during the year ended December 31, 2023.
−Removed: The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit as the matter is ongoing.
−Removed: Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the condensed consolidated financial statements.
+Added: After the additional judgment, the claimant’s appeal was dismissed.
+Added: The Company believes this matter is settled.
Environmental Matters.
−Removed: Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in,
−Removed: on, around, or under the property.
+Added: Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property.
While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
5 unchanged sentences
Unfunded Commitments.
−Removed: Centerspace has unfunded commitments of $ 1.0 million in two real estate technology venture funds.
+Added: Centerspace has unfunded commitments of $ 950,000 in two real estate technology venture funds.
Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
4 unchanged sentences
The terms of the long-term incentive awards granted under the revised program may vary from year to year.
−Removed: Through March 31, 2024, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.
+Added: Through June 30, 2024, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.
The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
9 unchanged sentences
The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price and a select peer average volatility, the risk-free interest rate on the U.S.
−Removed: treasury bond rates with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award.
+Added: treasury bond rates with a maturity equal to the remaining performance period of the award,
+Added: and the expected term on the performance period of the award.
The assumptions used to value the TSR performance RSUs were an expected volatility of 27.21 %, a risk-free interest rate of 4.01 %, and an expected life of 3 years.
The share price at the grant date, January 1, 2024, was $ 58.20 per share.
+Added: Awards granted to trustees on May 20, 2024 consist of 8,611 time-based RSUs, which vest on May 20, 2025.
+Added: These awards are classified as equity awards.
Share-Based Compensation Expense
−Removed: Share-based compensation expense recognized in the condensed consolidated financial statements for all outstanding share-based awards was $ 749,000 and $ 1.5 million for the three months ended March 31, 2024 and 2023, respectively.
+Added: Share-based compensation expense recognized in the Condensed Consolidated Financial Statements for all outstanding share-based awards was $ 733,000 and $ 590,000 for the three months ended June 30, 2024 and 2023, respectively, and $ 1.5 million and $ 2.1 million for the six months ended June 30, 2024 and 2023, respectively.
On March 31, 2023, the Company accelerated the vesting of all unvested time-based RSUs and stock options in connection with the Separation Agreement with Mr.
−Removed: This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $ 737,000 in expense for the three months ended March 31, 2023.
+Added: This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $ 737,000 in expense for the six months ended June 30, 2023.
+Added: NOTE 12 • SUBSEQUENT EVENTS
+Added: Through July 29, 2024, Centerspace issued approximately 431,000 common shares under its ATM Program 10b5-1 trading arrangement at an average net price per share of $ 68.50 , totaling $ 29.6 million, net of commissions.
+Added: On July 26, 2024, Centerspace amended its Unsecured Credit Facility to extend the maturity date to July 26, 2028.
+Added: The borrowing capacity remained at $ 250.0 million.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.